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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2000
MEDICALOGIC, INC.
(Exact name of registrant as specified in its charter)
OREGON 000-28285 93-0890696
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
20500 NW EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(Address of principal executive offices)
(503) 531-7000
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS.
On April 4, 2000, MedQuist Transcriptions, LTD. filed a suit in the
Delaware Court of Chancery, MEDQUIST TRANSCRIPTIONS, LTD. V. JOHN H. DAYANI,
TOTAL EMED, INC. AND MEDICALOGIC, INC. against Dr. John H. Dayani, Total eMed,
Inc. and MedicaLogic, Inc. MedQuist alleges that Total eMed misappropriated its
trade secrets through Dr. Dayani, the founder of Total eMed and a former
director and employee of MedQuist. This suit is related to other litigation
between MedQuist and Dr. Dayani.
MedQuist seeks to enjoin Total eMed and MedicaLogic from taking any action
to consummate the MedicaLogic/Total eMed merger, and seeks to enjoin MedicaLogic
and Total eMed from aiding and abetting Dr. Dayani's alleged breach of his
fiduciary duties and the further dissemination or misappropriation of MedQuist's
trade secrets. Total eMed does not believe that it has misappropriated any trade
secrets, nor does Total eMed or MedicaLogic believe that it has aided or abetted
any alleged breach of Dr. Dayani's fiduciary duties or further dissemination or
misappropriation of MedQuist's trade secrets. Each intends to make a vigorous
defense.
If MedicaLogic and Total eMed are unsuccessful and MedQuist obtains an
injunction, the MedicaLogic/Total eMed merger may be delayed or may not occur.
On April 18, 2000, the court denied MedQuist's motion for expedited
consideration of its request for a preliminary injunction. As a result, it is
unlikely that a preliminary injuction hearing will be held prior to the May 10,
2000 special meeting of Total eMed shareholders at which the merger proposal is
to be acted upon. It is uncertain as to whether or not MedQuist will seek to
file additional motions to delay or otherwise impede the proposed merger.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April 25, 2000 MEDICALOGIC, INC.
By /s/ FRANK J. SPINA
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Frank J. Spina
Senior Vice President and
Chief Financial Officer
